EXHIBIT
10.1


 


 


REGENT
- SOLAR LOGIC


IP
RIGHTS AGREEMENT


 


 


This
Intellectual Property Rights Agreement (“AGREEMENT”) is made by and between REGENT TECHNOLOGIES, INC., or assigns,
whose address is 5646 Milton, Suite 722, Dallas, Texas 75206, herein referred to as "REGENT” and SOLAR LOGIC INCORPORATED.,
whose address 801 North Maple Street, Muenster, Texas 76252, herein referred to as "SOLAR LOGIC".  REGENT
and SOLAR LOGIC may also be referred to herein individually as a "Party" or, collectively, as the "Parties".


 


NOW
therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree
as follows:


 


1.         INTELLECTUAL
PROPERTY.   Subject to the terms and conditions set forth hereinafter, SOLAR LOGIC agrees to convey
certain intellectual property rights (“INTELLECTUAL PROPERTY RIGHTS”) and personal property rights to REGENT pursuant
to the execution of the REGENT – SOLAR LOGIC PATENT LICENSE AGREEMENT dated concurrent herewith (the “PATENT LICENSE
AGREEMENT” ) attached as Exhibit A. The definition of INTELLECTUAL PROPERTY RIGHTS and all other terms and conditions set
forth in the PATENT LICENSE AGREEMENT are incorporated herein for all purposes.


 


2.         CONSIDERATION.
The consideration for SOLAR LOGIC’S execution of the PATENT LICENSE AGREEMENT shall be the cash and other consideration
granted and conveyed by REGENT under the PATENT LICENSE AGREEMENT and the grant by REGENT of 1,500,000 shares of Series B Convertible
Preferred Stock in the face amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) with the designations set
forth in the corporate resolution attached as Exhibit B which are incorporated herein for all purposes. A stock certificate representing
said security interest will be delivered on or before December 31, 2015.


 


3.         CLOSING.
Closing shall occur on or before December 5, 2015, or at such later date as may be agreed to by the Parties.
At the Closing, REGENT will deliver the corporate resolution for the preferred stock grant and the parties will execute the PATENT
LICENSE AGREEMENT. Each party may receive a copy of the executed documents, with the originals thereof to be delivered to the
REGENT.


 


4.         REPRESENTATIONS
AND WARRANTIES OF SOLAR LOGIC. SOLAR LOGIC represents and warrants to REGENT, each of which representations and
warranties shall survive Closing, and shall continue in effect until two (2) years after the Closing that:


 









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(a)     Duly
Organized and Corporate Power.  SOLAR LOGIC is a company duly organized, validly existing, and in good standing
under the laws of the state of Texas. SOLAR LOGIC has all requisite corporate power and authority to carry on its business as
presently conducted, to enter into the AGREEMENT on the terms described in this AGREEMENT, and to perform its obligations under
the AGREEMENT.  The consummation of the transactions contemplated by the AGREEMENT will not violate, nor be in conflict
with, (i) any provision of its corporate charter or bylaws or (ii) any agreement or instrument to which it is a party or is bound.


 


(b)     Warranty
of Title. For any INTELLECTUAL PROPERTY RIGHTS or ownership of personal property transferred under the PATENT LICENSE
AGREEMENT, SOLAR LOGIC warrants that such title is free and clear of all liens, claims, and encumbrances. SOLAR LOGIC shall diligently
defend, at its sole cost, against any and all challenges to the title with respect to any and all leases and/or rights subject
to this AGREEMENT. REGENT shall promptly notify SOLAR LOGIC of all such challenges and fully cooperate in such defense.


 


 (c)     Duly
Executed. The AGREEMENT has been duly executed and delivered on behalf of SOLAR LOGIC, and at Closing, all documents
and instruments required hereunder to be executed and delivered by it will be duly executed and delivered.


 


(d)     No
Litigation. There is no pending or, to the best of SOLAR LOGIC’s knowledge, threatened claims, lawsuits, administrative
proceedings, or governmental investigations or inquiries involving the INTELLECTUAL PROPERTY RIGHTS.


 


(e)     No
Bankruptcy Filings By SOLAR LOGIC.  There are no bankruptcy or other similar reorganizations pending,
being contemplated by or to the knowledge of SOLAR LOGIC threatened against SOLAR LOGIC.


 


(f)     No
Broker's Fees.  SOLAR LOGIC has not incurred any liability, contingent or otherwise, for broker's or finder's
fees in respect to the transactions contemplated hereby for which REGENT may be liable or become liable.


 


5.         REPRESENTATIONS
AND WARRANTIES OF REGENT. REGENT represents and warrants to SOLAR LOGIC, each of which representations and warranties
shall survive Closing and shall continue in effect until two (2) years after the Closing that:





 









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(a)     Duly
Organized. REGENT is a corporation duly organized, validly existing, and in good standing under the laws of the state
of Colorado.


 


(b)     Corporate
Power. REGENT has all requisite corporate power and authority to carry on its business as presently conducted, to
enter into the AGREEMENT, to execute the PATENT LICENSE AGREEMENT, and to perform its other obligations under the AGREEMENT.  The
consummation of the transactions contemplated by the AGREEMENT will not violate, nor be in conflict with, (i) any provision
of its charter or bylaws or  (ii) any agreement or instrument to which it is a party or is bound.


 


(c)     Duly
Executed. The AGREEMENT has been duly executed and delivered on behalf of REGENT, and at Closing, all documents and
instruments required hereunder to be executed and delivered by it shall have been duly executed and delivered and the transactions
contemplated hereby have been duly and validly authorized by all requisite corporate action.


 


(d)     No
Litigation. To the best of REGENT's knowledge, there are no pending or, threatened claims, lawsuits, administrative
proceedings, or governmental investigations or inquiries which would impede or interfere with REGENT’s ability to consummate
this AGREEMENT.


 


(e)     No
Broker's Fees. REGENT has not incurred any liability, contingent or otherwise, for broker's or finder's fees in respect
to the transactions contemplated hereby for which SOLAR LOGIC may be liable or become liable. 


  


(f)     No
Bankruptcy Filing by REGENT. To the knowledge of REGENT, there are no bankruptcy or similar reorganizations pending,
or being contemplated by, or against REGENT.


 


6.         NOTICES.
All notices and communications required or permitted under this AGREEMENT shall be in writing, delivered to or sent
by U.S. Mail or nationally recognized commercial courier service, postage or delivery charges prepaid, or by telecopy, addressed
as represented in the opening paragraph (or such other address as may be specified by ten (10) days prior written notice to the
other Party). Notice shall be deemed to have been duly given when delivered to or sent to the other party in the manner prescribed
herein and actually received by the Party to whom the notice is given.





 









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7.         COMPLETE
AGREEMENT. When executed by the authorized representatives of SOLAR LOGIC and REGENT, this AGREEMENT, together
with the executed documents referred to herein, shall supersede all prior written or oral and all contemporaneous oral agreements
and understandings between the parties relative to this transaction and shall constitute the complete agreement between the Parties
regarding the INTELLECTUAL PROPERTY RIGHTS.


 


8.         SURVIVAL
AND TIMING.


 


(a)     Survival.  All
representations, indemnifications, covenants, and obligations of the parties set forth in this AGREEMENT shall survive Closing
as provided for in this AGREEMENT.


 


(b)     Timing.  Time
is of the essence in the performance of this AGREEMENT.


 


9.         MISCELLANEOUS
PROVISIONS.


 


(a)     Captions.
Captions have been inserted for reference purposes only and shall not define or limit the terms of this AGREEMENT.


 


(b)     Partial
Invalidity. If any provision of this AGREEMENT is held invalid, such invalidity shall not affect the remaining provisions. 


 


(c)     Modification.
This AGREEMENT cannot be modified or amended except by a written instrument duly executed by SOLAR LOGIC and REGENT.


 


(d)     Press
Releases; Confidentiality. No information in connection with this AGREEMENT shall be released to the public, including,
without limitation, through press releases, without the express written permission of SOLAR LOGIC and REGENT, unless required
by applicable federal, state or local laws. Any information received by REGENT shall remain confidential, except to the extent
as may be required by applicable law.


 


(e)     Further
Assurances. SOLAR LOGIC and REGENT each agree from time to time to execute and deliver to the other party all assignments,
division orders, transfer orders, letters-in-lieu and other instruments necessary to fully vest in REGENT the rights and benefits
acquired pursuant to this AGREEMENT.





 









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(f)     No
Partnership. Nothing contained in this AGREEMENT shall be deemed to create a joint venture, partnership, tax partnership
or agency relationship between the Parties.


 


(g)     Jurisdiction,
Venue, Governing Law, Attorney’s Fees.  Jurisdiction and venue of any dispute under this AGREEMENT
shall reside in the federal or state district court in Dallas, Texas.  This AGREEMENT shall be governed by and construed
in accordance with the laws of the State of Texas, notwithstanding any rule, principle or law with respect to conflicts of laws
to the contrary. The prevailing party in any dispute involving this AGREEMENT shall be able to recover, in addition to any
other payments, all expenses related to attorney’s fees and court costs.


 


10.        SPECIAL
PROVISION. Notwithstanding anything to the contrary above, the Parties agree that upon the payment of cash to SOLAR LOGIC
and or the delivery of registered, freely trading, REGENT common stock to SOLAR LOGIC with a combined value greater than or equal
to Two Million Five Hundred Thousand Dollars ($2,500,000), SOLAR LOGIC will assign, transfer and convey all assets of SOLAR
LOGIC to REGENT, including but not limited to the INTELLECTUAL PROPERTY RIGHTS. The Parties further agree that upon the transfer
of the assets to REGENT, the PATENT LICENSE AGREEMENT is terminated and all outstanding shares of Series B Convertible Preferred
Stock are redeemed.


 


[remainder
of this page intentionally left blank


signature
page follows]


 


 


 


 





 









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This
AGREEMENT may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which
together shall constitute but one and the same instrument.


 


EXECUTED
by the parties hereto as indicated below by the signatures of their respective representatives; however, for identification purposes,
this AGREEMENT shall be dated and effective as of December 1, 2015.


 


 


	 	               SOLAR
                                         LOGIC INCORPORATED

         

	 	 
	 	/s/
    Greg Bohl
	 	GREG
                                         BOHL, PRESIDENT

         

	 	 

        Date:
        December 1, 2015 

	 	 
	 	 
	 	
	 	               REGENT
    TECHNOLOGIES
	 	 
	 	/s/
    David Nelson
	 	DAVID
                                         NELSON, PRESIDENT

         

	 	 

        Date:
        December 1, 2015 



 


 









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EXHIBIT
A


 


REGENT
– SOLAR LOGIC


PATENT
LICENSE AGREEMENT


 


 


This
PATENT LICENSE AGREEMENT (“Agreement”) is entered into and made effective as of December 1, 2015
(“Effective Date”), by and among REGENT TECHNOLOGIES, INC., organized under the laws of the State of
Texas having offices at 5646 Milton Street, #722, Dallas, Texas 75206 (“Licensor”), and SOLAR LOGIC INCORPORATED,
organized and existing under the laws of the Texas (USA), having its offices at 801 North Maple Street, Muenster, Texas 76252
(“SLI”) (“Licensee”) (the parties herein sometimes referred to individually a “Party”
or collectively as “Parties”).


 


RECITALS


 


WHEREAS,
the Parties desire to enter into an exclusive license agreement as Licensee is desirous of obtaining, from Licensee, an exclusive
right to commercialize the technology covered by those United States Patents, United States Patent Application Publications, and
United Patent Applications listed at Exhibit B (hereinafter the “Licensed Patents”), according to the Exhibit A Field
of Use and terms contained herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties agree as follows:


 


Section
1.     Definitions


 


Whenever
used in this Agreement with initial letters capitalized, the following terms will have the following meanings:


 


“Affiliate”
means, with respect to a specified Person, any other Person (a) that directly or indirectly controls, or is under common
control with, or is controlled by, such specified Person or (b) is at least 50% beneficially owned by such specified Person.
As used in this definition, “control” (including with its correlative meanings, “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, (whether through ownership of securities or partnership or other ownership interests, by contract,
or otherwise). A Person will be deemed an Affiliate during this Agreement only so long as it conforms to this definition. 


“Advance
Royalty Payment” means the minimum royalty set forth in Schedule 3.3 of Exhibit A payable as an advance against royalties
in accordance with the provisions of Section 3.3. 


“Change
of Control” means: (a) an acquisition of Purchaser by any Person by means of any transaction or series of transactions,
including any consolidation or merger with or into any Person; (b) any sale or other disposition by Purchaser of all or substantially
all of its assets or capital stock to any Person; or (c) any other transaction that results in any Person becoming a holder of
fifty percent (50%) or more of either Purchaser’s total outstanding shares of stock or the total voting power represented
by the capital stock of Purchaser entitled to vote for the election of directors. 


“Gross
Revenues” means the gross revenues received from the sale or services derived from the utilization of the Licensed Technology
(defined below). Rebates, credits, returns, freight and insurance charges, value added taxes, sales taxes and/or similar taxes
and duties will not be considered Gross Revenues, but only to the extent that such rebates, credits, returns and/or taxes are
actually paid or credited by Licensee; provided, however, that under no circumstances will any amounts actually allowed or credited
due to returns exceed the original billing or invoice amount. 


“Field
of Use” means the Field of Use recited in “Definitions” at Exhibit A.


 









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“Intellectual
Property Rights” means the Intellectual Property Rights recited in “Definitions: at Exhibit A.


“Licensed
Territory” means the Licensed Territory recited in “Definitions” at Exhibit A.


“Licensed
Patent" or “Licensed Patents” means those Patents, Patent Application Publications, and Patent Applications,
domestic and foreign, as listed on Exhibit B, and any continuations, continuations-in-part, and divisionals, and all patents which
may issue based on such applications, and all reissues, reexaminations, or extensions thereof (the “Licensed Technology”).


“Person”
means any individual, corporation, partnership, joint venture, unincorporated association, joint stock company, trust, limited
liability company, or other entity.


“Royalty
Rate” means the royalty percentage in accordance with the provisions of Section 3.1 as set forth in Schedule 3.1 of
Exhibit A.


“Term”
has the meaning set forth in Section 5.1.


“Third
Party” means any Person other than a Party.


“Work
Product” means any improvements or any new product, service, or method that Licensor or Licensee may develop that incorporates
the claims, property, technology, or “know how” of the subject matter described or claimed in the Licensed Patents.
In the event that Licensor or Licensee shall develop any improvement to the subject matter described or claimed in the Licensed
Patent, and which is later incorporated in an improved product, service, or method, such improved product, service, or method
shall be subject to the payment of a Royalty.  All improvements made by the Licensee shall hereinafter become the property
of Licensor.


 


Section
2.     License Grant


 


		2.1	Grant

 


Licensor
hereby grants to Licensee an exclusive, royalty-bearing, and non-transferable license to manufacture, have manufactured, use,
import, offer to sell, and/or sell, or lease inventions and/or technology covered by the Licensed Technology during the Term,
only in the Field of Use, and only in the Licensed Territory. In connection with the grant of the foregoing license to Licensee,
Licensor agrees to promptly disclose all data, know-how and other information and samples of any materials that may be necessary
or useful for the practice of the Licensed Technology, if any.


 


		2.2	Marking

 


Licensee
represents and covenants that it and its Affiliates will mark any licensed product made under this Agreement with the patent numbers
of any applicable Licensed Patent in a manner that complies with the marking requirements set forth in 35 U.S.C. § 287(a),
as amended from time to time, and any other similar laws in other jurisdictions.


 


		2.3	Maintenance
                                         and Enforcement



 


2.3.1.     Upon
the Effective Date of the Agreement, Licensee agrees (i) to have responsibility for directing the preparation and filing of patent
applications, (ii) for directing the prosecution of broad patent claims for the mutual benefit of Licensee and Licensor, (iii)
for maintaining U.S. and foreign issued and granted patents, and (iv) to be invoiced directly by outside patent counsel and annuity
service providers for patent prosecution and maintenance fees and costs, for each of the matters described under the Licensed
Patent(s) and Work Product. Licensee will pay all relevant fees for all Licensed Technology during the term of the Agreement and
Licensor will have no obligation to make any registrations, filings or payments.


 


2.3.2.     Licensee
may bring evidence of infringement by Third Parties to Licensor at any time during the Term. Licensor will respond to such evidence
as it deems appropriate, in its sole discretion, and will have sole discretion in determining whether to bring a patent infringement
action against any alleged Third Party infringers. If, after sixty days of receiving actual notice of such infringement, Licensor
does not take action to protect the rights of the Parties against such infringement, then Licensee will have the option to take
action which is reasonably necessary to defend and protect the Licensed Patents against such infringement. Licensor shall reasonably
cooperate with Licensee in connection with any action taken by Licensee. If Licensee recovers any damages or compensation for
any action it takes hereunder in respect to a third party infringer, Licensee shall retain 100% of such damages, but shall pay
Licensor a royalty on such amount, as if such damages represented net sales of the Licensed Patents.


 












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		2.4	No
                                         Contest of the Licensed Patent Rights, No Infringement Actions



 


2.4.1     Licensee
represents and covenants that neither it nor its Affiliates will contest or otherwise challenge (e.g., in any legal action or
otherwise), or assist or encourage any other Person to contest or challenge, the validity of any of the Licensed Patents. If Licensee
or its Affiliates contests or otherwise challenges (e.g., in any legal action or otherwise), or assists or encourages any other
Person to contest or challenge, the validity of any of a Licensed Patent, then Licensor will have the right to immediately terminate
the license granted to Licensee under this Agreement.


 


2.4.2     Licensee
represents and covenants that neither it nor its Affiliates will attempt to enforce any patent rights (e.g., in any legal action
or otherwise), or assist or encourage any other Person to enforce such rights, against the Licensor during the Term. If Licensee
or its Affiliates attempts to enforce any patent rights, then Licensor will have the right to immediately terminate the license
granted to Licensee under this Agreement.


 


		2.5	Names,
                                         Trade Names and Trademarks



 


This
Agreement does not grant, create, assign or transfer to either Party any license or other right with respect to any name, trade
name or trademark of the other Party EXCEPT the name “Solar Logic” is hereby assigned and transferred to Licensor
with all rights thereto during the term of the Agreement.


 


		2.6	Compliance
                                         with Laws



 


In
exercising this license, Licensee represents and covenants that it and its Affiliates will comply with all applicable laws, rules,
regulations, orders and other requirements of any governmental authority having jurisdiction. Without limiting the generality
of the foregoing, Licensee and its Affiliates will comply with all such requirements relating to the export of any licensed products
or services, made or provided by or for Licensee or its Affiliates (including, but not limited to, requirements under the U.S.
Export Administration Act, regulations of the Department of Commerce or its successors, executive orders and other export controls
of the United States of America). Neither Licensee nor its Affiliates will export, or authorize or permit the export of, any such
items in violation of any such requirement.


 


Section
3.     Consideration 


 


3.1     Licensee
agrees to remit to Licensor a monthly payment of $1,000 to be applied toward the reimbursement of patent expenses. The initial
monthly payment of $1,000 is due upon Licensee's execution of this Agreement. Failure to make this payment will cause this Agreement
to immediately terminate. Licensee agrees to initiate the additional payments of $1,000 per month on January 1, 2016 and continue
this monthly payment amount until $30,000.00 has been paid to Licensor. Notwithstanding this payment plan, the Licensee agrees
to pay the balance of the amount outstanding at the date that Licensee has secured investment capital of $250,000.


 









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		3.2	Royalty
                                         Payment



 


3.2.1     Licensee
will pay to Licensor a royalty equal to the percentage of Licensee’s Gross Revenues and the Gross Revenues of any sublicensed
Affiliates set forth in the Royalty Rate shown in Schedule 3.1 of Exhibit A.


 


3.2.2     Licensee
will guarantee its Affiliates’ royalty obligations, and remains fully liable for all of its Affiliates’ obligations
under this Agreement, including timely providing to Licensor royalty reports under Section 3.4 and paying all royalty or any other
payments due under this Agreement


 


3.2.3     Within
30 days after the end of each calendar quarter or portion thereof during the term of the license, Licensee will pay to Licensor
all royalties accrued during the immediately preceding quarter as provided in this Section 3. All amounts payable hereunder by
Licensee will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Any royalties
not paid when due will accrue interest at the rate of 1% per month.


 


		3.3	Advances
                                         Against Royalties



 


Licensee
will pay a non-refundable, advance against royalties in an amount equal to the Advance Royalty Payment set forth in Schedule 3.3
of Exhibit A. Thereafter, Licensee agrees to make additional non-refundable, advance royalty payments in an amount equal to the
Advance Royalty Payment set forth in Schedule 3.3 of Exhibit A on January 1st of each subsequent year during the Term.
Each Advance Royalty Payment will be the minimum royalty due to Licensor for that year. All such Advance Royalty Payments will
be used to offset the license fees accrued during the calendar year in which the advance was made. Once the Licensee has exhausted
its advanced royalties for a particular year, Licensee will make quarterly royalty payments as provided for in this Section 3


 


		3.4	One-Time
                                         Stock Grant



 


Within
30 days of the Effective Date, Licensee will deliver to Licensor a one-time non refundable, up-front stock grant as set forth
in Schedule 3.4 of Exhibit A.


 


		3.5	Milestones



 


In
accomplishing commercial diligence, Licensee shall demonstrate to the satisfaction of Licensor achievement of the following milestones:
(i) Licensee shall secure cumulative investment of a minimum of five hundred thousand dollars ($500,000) on or before June 30,
2017, and Licensee shall record Gross Revenues on or before June 30, 2018. Licensee shall provide written notification to Licensor
within thirty (30) days of achieving each milestone. Should Licensee fail to achieve any of the milestones specified above, or
should Licensee fail to record Gross Revenues for two (2) consecutive Calendar Years once sales begin, Licensor, at its sole option,
may waive the requirement to achieve the milestone, may revise the license granted herein to a nonexclusive license, may renegotiate
the missed milestone, or may terminate this Agreement in accordance with Section 5.3.


 


		3.6	Reports,
                                         Books and Records; Financial Statements



 


Simultaneously
with the payment of fees as provided in Section 3, Licensee will also deliver to Licensor a true and accurate report, giving such
particulars of the business conducted by Licensee and its Affiliates during the preceding three calendar months under this Agreement
as necessary for Licensor to account for Licensee’s payments hereunder. This report will include pertinent data, including,
but not limited to: Licensee’s total revenues for the preceding quarter; any offsets against the total revenues used by
Licensee or its Affiliates in calculating the Gross Revenues; and all other amounts due to Licensor herein. These reports are
required even if no payments are due.


 









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Licensee
represents and covenants that all books, records and files of Licensee and its Affiliates have been, and during the term of this
License will be, prepared, assembled and maintained in accordance with usual and customary policies and procedures and fairly
and accurately reflect the ownership, use, enjoyment and operation by Licensee of its assets. All financial statements of Licensee
and its Affiliates furnished to Licensor were, and all financial statements of Licensee and its Affiliates prepared during the
term of this License will be, prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”)
applied on a consistent basis during the periods involved (except as may be indicated in customary notes thereto) and fairly present,
in accordance with applicable requirements of GAAP (in the case of unaudited statements, subject to normal recurring adjustments),
the consolidated financial position of Licensee and its Affiliates as of their respective dates and the consolidated results of
operations and the consolidated cash flows of Licensee and its Affiliates for the periods presented therein.


 


		3.7	Audit
                                         Rights



 


Licensee
represents and covenants that it and its Affiliates will maintain complete and accurate books and records for a period of six
years following the year to which such records apply. From time to time, Licensor will have the right to audit or have audited
the books and records of Licensee or its Affiliates to determine the accuracy of the royalties paid by Licensee to Licensor (an
“Audit”). Any Audit will be (i) conducted during normal business hours upon reasonable prior notice to Licensee and
(ii) final and binding absent manifest error. If, as the result of an Audit, Licensor determines that Licensee has failed to pay
the total royalties due under this Agreement, then Licensee will make payment of the difference between the total royalties due
and the actual amount of royalties paid, together with interest thereon at the rate of 1% per month. If, as a result of the Audit,
it is determined that the deficiency due to Licensor from Licensee is an amount equal to, or greater than, five percent (5%) of
the royalties paid by Licensee during the period in question, then Licensee will promptly reimburse Licensor for the total reasonable
costs of such Audit, including any litigation arising therefrom.


 


Section
4.     Warranties and Indemnification


 


		4.1	Licensor
                                         Warranties



 


Licensor
represents and warrants to Licensee that Licensor has the authority to grant the license granted hereunder, and has all necessary
corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.


 


		4.2	Licensee
                                         Warranties



 


Licensee
represents and warrants to Licensor that Licensee has all necessary corporate power and authority to execute and deliver this
Agreement and perform its obligations hereunder. Licensee further represents and warrants that it will fully perform all duties
and obligations under this Agreement.


 


		4.3	Disclaimer
                                         of Warranties



 


EXCEPT
AS EXPRESSLY SET FORTH IN THIS SECTION 4, EACH PARTY (AS “DISCLAIMING PARTY”) DISCLAIMS AND THE OTHER PARTY HEREBY
WAIVES, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH REGARD TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DISCLAIMING PARTY DISCLAIMS (A) ANY AND ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY OF THE LICENSED PATENT RIGHTS, LICENSOR IMPROVEMENT
PATENTS AND LICENSEE IMPROVEMENT PATENTS; AND (B) ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD
TO ANY PRODUCT LICENSED TO THE OTHER PARTY (INCLUDING,, BUT NOT LIMITED TO, ANY INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF
ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE). FURTHER, DISCLAIMING PARTY MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PATENT RIGHTS, LICENSOR IMPROVEMENT PATENTS
OR LICENSEE IMPROVEMENT PATENTS CAN BE USED FOR ANY PARTICULAR PURPOSE, THAT THE EXERCISE OF THE LICENSE WILL NOT INFRINGE ANY
INTELLECTUAL PROPERTY RIGHTS RIGHT OF ANY THIRD PARTY, OR THAT THE OTHER PARTY CAN SUCCESSFULLY MAKE, HAVE MADE, OFFER FOR SALE,
SELL OR USE ANY PRODUCT LICENSED BY SUCH PARTY.


 









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		4.4	Indemnification
                                         and Insurance



 


Licensee
agrees to indemnify Licensor against and hold it harmless from any loss suffered or incurred by Licensor or its officers, directors
and employees by reason of a third party claim arising out of or relating to (i) the Licensee’s actions, including the design,
development, use, manufacture, advertising, sale, distribution or other exploitation of products or services under the license
granted in this Agreement, or the actions of any other party acting pursuant to the permission, direction, license or control
of Licensee, or (ii) any claims arising from licensed products or services hereunder, including infringement claims, unfair or
fraudulent advertising claims, warranty claims, product defect claims, and liability claims pertaining to the licensed products
or services.


 


		4.5	Limitation
                                         of Liability



 


EXCEPT
FOR THE INDEMNIFICATION PROVISION IN SECTION 4.4, NEITHER PARTY HEREUNDER WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE,
BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF COVER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WHETHER ALLEGED AS A
BREACH OF CONTRACT, TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION PROVISION IN SECTION 4.4, IN NO EVENT WILL ANY PARTY’S AGGREGATE
LIABILITY TO ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR
HEREUNDER.


 


Section
5.     Term and Termination


 


		5.1	Term



 


The
term of this Agreement (the “Term”), will commence on the date of this Agreement and will continue until as provided
in Section 2.4, 5.2, 5.3 or 5.4 below.


 


		5.2	Voluntary
                                         Termination by Licensee



 


Licensee
may terminate the Term by giving Licensor written notice of such termination at least ninety (90) days prior to the effective
date of such termination.


 


		5.3	Termination
                                         by Licensor for Default



 


Subject
to Section 5.5, Licensor may terminate the Term by giving Licensee written notice of such termination if: (a) Licensee commits
any breach under this Agreement and fails to cure such breach within thirty (30) days after Licensor gives Licensee written notice
of its intent to terminate the Term if the breach is not cured within thirty (30) days; or (b) if any of the following take place:
(i) Licensee makes a general assignment or general arrangement for the benefit of its creditors; (ii) the filing by or against
Licensee of a petition to have Licensee adjudged bankrupt or of a petition for reorganization or arrangement of Licensee under
any law relating to bankruptcy or insolvency; (iii) the appointment of a trustee or receiver to take possession of substantially
all of Licensee’s assets or of Licensee’s interests in this Agreement; or (iv) the attachment, execution of other
judicial seizure of the Licensee or substantially all of Licensee’s right, title, and interests under this Agreement.


 









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		5.4	Termination
                                         by Licensee for Default



 


Subject
to Section 5.5, Licensee may terminate the Term by giving Licensor written notice of such termination if: (a) Licensor commits
any breach under this Agreement and fails to cure such breach within thirty (30) days after Licensee gives Licensee written notice
of its intent to terminate.


 


		5.5	Effect
                                         of Termination



 


Upon
any termination of the Term pursuant to Section 5.2 or 5.3: (a) the licenses granted to Licensee will survive on a exclusive basis
solely with respect to the distribution of licensed products of Licensee that have already been manufactured prior to termination
of this Agreement; and (b) the Parties’ respective rights and obligations under Sections 2.4, 2.6, 3.2, 3.5, 3.6, 4 and
6 will survive.


 


Section
6.     Miscellaneous


 


		6.1	Competitors



 


Licensee
agrees not to sell products or services licensed under this Agreement to the competitors of Licensor listed in Schedule 6.1 of
Exhibit A, and also agrees not to use such competitors as resellers, distributors, partners, or sub-contractors for the sale or
distribution of licensed products or services. Licensor may update Schedule 6.1 of Exhibit A from time to time to add or remove
Persons by providing written notice to the Licensee.


 


		6.2	Successors
                                         and Assigns



 


6.2.1     Licensor
and Licensee will not assign (whether voluntarily, involuntarily, by operation of law or otherwise) this Agreement or any license
granted under this Agreement, without the prior written consent of the other Party.


 


6.2.2     Licensee
will have the right to assign this Agreement without the consent of the Licensor to a successor by virtue of a Change of Control,
provided that the (i) the other Party is notified in writing prior to or within thirty (30) days after the closing of such Change
of Control; and (ii) the successor agrees in writing to comply with the terms and conditions of this Agreement.


 


6.2.3     No
assignment by a Party, with or without the other Party’s consent, will relieve or release the assigning Party from any of
its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns.


 


		6.3	Equitable
                                         Remedies



 


The
Parties acknowledge that money damages may not be an adequate remedy for any breach or threatened breach of any of either Party’s
obligations under this Agreement involving intellectual property or either Party exceeding the scope of the license grant it receives
under this Agreement. The Parties therefore agree that in addition to any other remedies available hereunder, by law or otherwise,
the non-breaching Party will be entitled to pursue injunctive relief against any such breach or threatened breach by the other
Party of such obligations , without necessity of posting a bond or other security.





 









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		6.4	Relationship
                                         of the Parties



 


This
Agreement will not be interpreted or construed to create any partnership, agency, franchise or similar relationship between the
Parties or to impose any partnership, agency, franchise or similar obligation or liability upon a Party. Neither Party has, by
virtue of this Agreement, any right, power or authority to enter into, make, assume or incur any warranty, agreement, contract,
commitment or obligation in the name or on behalf of the other Party, to act as the agent or representative of the other Party,
or to otherwise bind the other Party.


 


		6.5	Notices



 


Notices,
offers, requests or other communications required or permitted to be given by either Party pursuant to the terms of this Agreement
will be given in writing to the respective Parties to the addresses set forth in Schedule 6.5 of Exhibit A, or to such other address
as the Party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving
non-performance, termination, or renewal will be sent by hand delivery, recognized overnight courier or, within the United States,
may also be sent via certified mail, return receipt requested. All other notices may also be sent by fax, confirmed by first class
mail. All notices will be deemed to have been given and received on the earlier of actual delivery, three (3) days from the date
of postmark or receipt by facsimile transmission with operator confirmation.


 


		6.6	No
                                         Waiver; Remedies Cumulative



 


No
failure or delay on the part of either Party hereto in the exercise of any right hereunder will impair such right or be construed
to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or
partial or waiver exercise of any such right preclude other or further exercise thereof or of any other right. All rights and
remedies existing under this Agreement or the schedules attached hereto are cumulative to, and not exclusive of, any rights or
remedies otherwise available.


 


		6.7	Severability



 


If
any term or other provision of this Agreement or the schedules attached hereto is determined by a non-appealable decision by a
court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either
Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties
hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.


 


		6.8	Interpretation



 


The
headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation
of this Agreement. Any capitalized term used in any Exhibit not otherwise defined therein will have the meaning assigned to such
term in this Agreement. When a reference is made in this Agreement to an article, section, or schedule, such reference will be
to an article or section of this Agreement, unless otherwise indicated.





 









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		6.9	Governing
                                         Law



 


This
Agreement will be construed in accordance with and all Disputes hereunder will be governed by the laws of the State of Texas.
The District Court of Dallas County Texas and/or the United States District Court for the Northern District of Texas will have
sole jurisdiction and venue over all Disputes between the Parties.


 


		6.10	Amendment



 


No
change or amendment will be made to this Agreement or the schedules attached hereto except by an instrument in writing signed
on behalf of each of the Parties to such agreement.


 


		6.11	Entire
                                         Agreement



 


This
Agreement and the exhibits referenced or attached hereto, constitute the entire agreement between the Parties with respect to
the subject matter hereof and thereof and will supersede all prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter hereof and thereof.


 


		6.12	Counterparts



 


This
Agreement may be executed in counterparts, each of which will be deemed to be an original but all of which will constitute one
and the same agreement.


 


		6.13	Conflicting
                                         Agreements



 


In
the event of conflict between this Agreement and any other agreement between the parties, the provisions of this Agreement prevail
with respect to the subject matter of this Agreement.


 


IN
WITNESS WHEREOF, the Parties have entered into this exclusive Patent License Agreement as of the date first set forth above.


 


 


	SOLAR
    LOGIC INCORPORATED	 	REGENT
    TECHNOLOGIES, INC.	 
	 	 	 	 
	 	 	 	 
	/s/
    Greg Bohl, President	 	/s/
    David Nelson, President	 
	 	 	 







 





 









    	9



    	 



    
  


EXHIBIT
A


 


 


DEFINITIONS


 


Field
of Use – All


Intellectual
Property Rights – All of Licensor’s proprietary intellectual property and trademarks


Licensed
Territory – Worldwide


 


SCHEDULE
3.1 – ROYALTY RATE


 


The
Royalty Rate is Three Percent (3%).


 


SCHEDULE
3.3 – ADVANCE ROYALTY PAYMENT


 


The
Advance Royalty Payment will be $50,000 beginning January 1, 2016 and every January 1 thereafter. At the election of the Licensee,
the first and second Advance Royalty Payments may be paid in cash or in shares of restricted common stock of Regent Technologies,
Inc. Advance Royalty Payments made in common stock shall be paid on the basis of the previous 90 day moving average
price but not less than $.10 per share.


 


SCHEDULE
3.4 – STOCK GRANT


 


Pursuant
to the Regent Solar Logic IP Agreement, Regent Technologies, Inc will grant to Solar Logic Incorporated 1,500,000 shares of Series
B Convertible Preferred Stock.


 


SCHEDULE
6.1 – COMPETITORS


 


Licensor’s
competitors are: To be agreed upon


 


SCHEDULE
6.5 CORRESPONDENCE ADDRESSES


 





	If to LICENSOR:		 
	Attention:	Greg Bohl	 
	Address:	801 North Maple Street	 
	 	Muenster, Texas 76252	 
	e-mail:	gbohl@ntin.net	 
	 	 	 
	If to LICENSEE:	 	 
	Attention:	David Nelson	 
	Address:	722 Meadows Building	 
	 	Dallas, Texas 75206	 
	e-mail:	dnelson@regent-tec.com	 



 


 












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EXHIBIT
B


(“Licensed
Patents and Trademarks”)


 


Patent
Nos.


 


		•	US
                                         8,622,056 Solar Energy Power Generation System



		•	US
                                         9,163,512 Bladeless Turbine



 


		•	China
                                         ZL2010800411653 Solar Energy Power Generation System



		•	Canada
                                         2,774,132 Solar Energy Power Generation System



Patents
Filed and in Process:


 


		•	EU
                                         108717863.3 Solar Energy Power Generation System



Registered
Trademark “Solar Logic”:


 


		•	US
                                         Registration Number 4,049,782



		•	EU
                                         Registration Number (OHIM) 008954621



		•	China
                                         Registration Number 8245868



		•	Australia
                                         Registration Number 1350814



		•	Canada
                                         Registration Number 1,490,203













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